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Software AG GB 2013. englisch

Corporate Governance Statement on Corporate Governance/ Corporate Governance Report All information contained in this Statement on Corporate Governance reflects the situation as of February 12, 2014. Basic understanding Good corporate governance is a core component of man- agement at Software AG. The Management Board and the Supervisory Board are committed to it, and all business lines guide themselves by it. Responsible, qualified and transpar- ent corporate governance focuses on a company’s long-term success. It includes both compliance with the law and ex- tensively following generally accepted standards and rec- ommendations. The focus is on values such as sustainability, transparency and value orientation. The Management Board and Supervisory Board Management Board The Management Board is responsible for leading the Com- pany with the goal of sustainable value creation. The members of the Board share responsibility for managing the Company. The guidelines for the work of Software AG’s Management Board are elaborated in the Rules of Procedure of the Man- agement Board. Above all, they define the members’ individ- ual responsibilities, the tasks assigned to the Board as a whole, adoption of resolutions and the rights and obligations of the Chairman/Chief Executive Officer. The Management Board of Software AG currently consists of three members: Karl-Heinz Streibich, Arnd Zinnhardt and Wolfram Jost. Karl-Heinz Streibich Born in 1952, degree in communications engineering, Chair- man of the Management Board/Chief Executive Officer of Software AG since September 2003. His term is in effect until 2018. In addition to chairing the Group Executive Board, his corporate responsibilities include: Corporate Communi- cations, Global Legal, Global Audit, Processes&Quality, Global Partner Management, Corporate Office and Top Manage- ment Development. He is a member of the supervisory board of Deutsche Tele- kom AG, Dürr AG, Deutsche Messe AG and MANN+HUMMEL GMBH (until April 1, 2014). He serves on a volunteer basis on the steering committee of the German BITKOM IT asso- ciation. He also co-chairs the German Chancellor’s National IT Summit’s working group 3, “Innovative State IT Offerings.” Mr. Streibich is also a co-founder of the German cluster of excellence for software and a member of the Council of the Economy and Future of the Hessian state government. Arnd Zinnhardt Born in 1962, degree in business administration, member of the Software AG Management Board since 2002. In this function he is responsible for Finance, Controlling, Human Resources, Taxes, Treasury, Mergers&Acquisitions, Business Operations, Investor Relations and Global Procurement. He has also served as labor director of Software AG since De- cember 14, 2010. His term is in effect until 2016. Mr. Zinnhardt is a member of the advisory board of the Hessian Landesbank (Helaba) and serves on a volunteer basis as vice president of the Darmstadt Chamber of Industry and Commerce (IHK). 39 Report of the Supervisory Board Group Management Report Consolidated Financial Statements Notes Additional Information Corporate Governance